SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                              AMENDMENT NO. 1
                                FORM 10-K/A

              Annual Report Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

        For the fiscal year ended December 31, 1996 Commission file
                               number 1-4929

                             COMSAT Corporation
           (Exact name of registrant as specified in its charter)

              District of Columbia                   52-0781863
          (State or other jurisdiction of         (I.R.S. Employer
           incorporation or organization)        Identification No.)

              6560 Rock Spring Drive, Bethesda, MD  20817
                (Address of principal executive offices)

     Registrant's telephone number, including area code:  (301) 214-3000

     Securities registered pursuant to Section 12(b) of the Act:

                                                 Name of each exchange on
             Title of each class                      which registered
             -------------------                 ------------------------

             Common Stock, without par value     New York Stock Exchange
                                                 Chicago Stock Exchange
                                                 Pacific Stock Exchange

             8 1/8% Cumulative Monthly Income    New York Stock Exchange
             Preferred Securities of
             COMSAT Capital I, L.P.

     Securities registered pursuant to Section 12(g) of the Act:  None.

     Indicate  by check  mark  whether  the  Registrant  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the  Securities Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports),  and (2) has been subject to
such filing requirements for the past 90 days. Yes X No

     Indicate by check mark if disclosure of delinquent  filers pursuant to
Item  405 of  Regulation  S-K is not  contained  herein,  and  will  not be
contained,  to the best of Registrant's  knowledge,  in definitive proxy or
information  statements  incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]

     Aggregate market value of voting stock held by  non-affiliates  of the
Registrant was $1,223,921,370 based on a closing market price of $26.25 per
share on February 28, 1997, as reported on the composite  tape for New York
Stock Exchange listed issues.

     48,820,044 shares of common stock, without par value, were outstanding
on February 28, 1997.

<PAGE>

     The undersigned registrant hereby amends the following items, exhibits
or other  portions  of its Annual  Report on Form 10-K for the fiscal  year
ended December 31, 1996 as set forth in the pages attached hereto.

     This Amendment No. 1 to the registrant's  Annual Report on Form 10-K/A
is being filed in accordance with General  Instruction G(3) to Form 10-K to
include  the  information  required  by Part III,  since  the  registrant's
definitive  proxy  statement  pursuant to Regulation  14A will not be filed
with the  Commission  within  120 days  after  the end of the  registrant's
fiscal year.


                                 PART III


Item 10.  Directors and Officers of the Registrant

Directors

     The  Communications  Satellite Act of 1962, as amended (the "Satellite
Act"),  provides that the Corporation's Board of Directors shall consist of
15 directors, of whom 12 are to be elected annually by the shareholders for
terms of one year and three are to be  appointed  by the  President  of the
United States, with the advice and consent of the United States Senate, for
terms of three  years or until their  successors  have been  appointed  and
qualified.  The Corporation's  Board of Directors  currently consists of 13
directors, pending action to fill an existing vacancy in one of the elected
director  positions  and  pending   Presidential   appointment  and  Senate
confirmation    to   fill   an    existing    vacancy   in   one   of   the
Presidentially-appointed director positions.

     The following sets forth certain information  concerning the directors
of COMSAT Corporation.

                             ELECTED DIRECTORS

BETTY C. ALEWINE,  48, has been  President and Chief  Executive  Officer of
COMSAT  since  July  1996.   She  was   President,   COMSAT   International
Communications  from January 1995 to July 1996, and was  President,  COMSAT
World  Systems from May 1991 to January  1995.  She joined  COMSAT from MCI
Telecommunications  Corporation  in 1986 and has held  various  operational
positions. She has been a director since July 1996.

LUCY  WILSON  BENSON,   69,  has  been  a  director  of  various  business,
educational and nonprofit organizations since 1980. She was Under Secretary

                                     2

<PAGE>

of State for Security Assistance, Science and Technology from 1977 to 1980.
She has been a COMSAT director since September 1987. She also is a director
of General Re Corporation and Logistics Management Institute,  a trustee of
the Alfred P. Sloan Foundation and Vice Chairman of the Atlantic Council of
the U.S. and Vice  Chairman of the Board of Trustees of Lafayette  College.
She also is a director or trustee of funds of The Dreyfus Corporation.

EDWIN I. COLODNY, 70, was Chairman of US Airways Group, Inc. and of its
subsidiary, US Airways, Inc., a commercial airline company, from 1978 until
July 1992 and is a director of both corporations.  He was Chief Executive
Officer of US Airways Group from 1983 to June 1991 and of its subsidiary from
1975 to June 1991.  Mr. Colodny has been counsel to the Washington, D. C. law
firm of Paul, Hastings, Janofsky and Walker since September 1991.  He has been
a COMSAT director since May 1992.  He also is a director of Ascent
Entertainment Group, Inc. and Esterline Technologies Corporation and a member
of the Board of Trustees of the University of Rochester.

LAWRENCE S.  EAGLEBURGER,  66, has been Senior  Foreign  Policy Advisor for
Baker,  Donelson,  Bearman & Caldwell, a Washington,  D.C., law firm, since
January 1993. He previously served as United States Secretary of State from
December 1992 through January 1993,  Acting  Secretary of State from August
1992 to December 1992, and Deputy  Secretary of State from February 1989 to
August 1992.  He has been a COMSAT  director  since May 1995.  He also is a
director  of Corning  Incorporated,  Dresser  Industries,  Inc.,  Jefferson
Bankshares,  Inc., Phillips Petroleum Company,  Stimsonite  Corporation and
Universal Corporation.

NEAL B. FREEMAN,  56, has been Chairman and Chief Executive  Officer of The
Blackwell  Corporation,  a television  production and distribution company,
since 1981. He was President of Jefferson Communications, Inc. from 1976 to
1986. He was a Presidentially  appointed COMSAT director from November 1983
to September 1988 and has been an elected  director since May 1991. He also
is  Chairman  of  the   Institute  on  Political   Journalism,   Georgetown
University,  and a director of The Ethics and Public  Policy Center and the
National Review, Inc.

ARTHUR  HAUSPURG,  71,  is  a  director  or  trustee  of  various  business
organizations.  He was Chairman of the Board and Chief Executive Officer of
Consolidated  Edison  Company  of New York,  Inc.  from  September  1982 to
September  1990 and  remains a trustee of that  Corporation.  He has been a
COMSAT director since July 1987.

CALEB B. HURTT, 65, is a director or trustee of various  organizations.  He
was  President  of  Martin  Marietta  Aerospace  from 1982 to 1987 and then
President and Chief Operating  Officer of Martin Marietta  Corporation from
1987 through 1989. He is a director of Lockheed  Martin  Corporation and is

                                     3

<PAGE>

Vice Chairman of the Board of Trustees of Stevens  Institute of Technology.
He also has served as Chairman of the Board of Governors  of the  Aerospace
Industries  Association,  as Chairman of the NASA  Advisory  Council and as
Chairman of the Federal Reserve Bank,  Denver Branch.  He has been a COMSAT
director since May 1996.

PETER W. LIKINS, 60, has been President of Lehigh University since 1982.  He
was Provost of Columbia University from 1980 to 1982 and Professor and Dean of
the Columbia University School of Engineering and Applied Science from 1976 to
1980.  He has been a COMSAT director since September 1987.  He also is a
director of Parker Hannifin, Inc. and Safeguard Scientifics, Inc. and a
trustee of Consolidated Edison Company of New York, Inc.

HOWARD M. LOVE, 66, is a director of various  business  organizations,  and
honorary Chairman of the Board of National Steel Corporation.  He was Chief
Executive  Officer of National  Intergroup,  Inc. from August 1990 to April
1991,  and Chairman and Chief  Executive  Officer and a director from April
1981 to August 1990. He has been a COMSAT  director since May 1988. He also
is a director of AEA Investors and Monsanto Company.

ROBERT G.  SCHWARTZ,  69, is a director  or  trustee  of  various  business
organizations.  He was Chairman of the Board, President and Chief Executive
Officer of Metropolitan Life Insurance Co. (MetLife) from September 1989 to
March 1993 and remains a director of MetLife.  He was Chairman of the Board
of MetLife  from  February  1983 to  September  1989.  He has been a COMSAT
director  since  May  1986.  He also is a trustee  of  Consolidated  Edison
Company of New York,  Inc.  and a director of Ascent  Entertainment  Group,
Inc.,  Lone  Star  Industries,  Inc.,  Lowe's  Companies,  Inc.,  Mobil Oil
Corporation, Potlatch Corporation and The Reader's Digest Association, Inc.
DOLORES D. WHARTON, 69, is Chairman and Chief Executive Officer of The Fund
for Corporate Initiatives, Inc., a private operating foundation she founded
in 1980,  devoted to strengthening  the role of minorities and women in the
corporate  world.  She has been a COMSAT  director since February 1994. She
also is a trustee of the Committee for Economic  Development and a director
of Gannett Company, Inc. and Capital Bank & Trust Company.

     C.J. Silas resigned as Chairman and as a member of the Board of Directors
of the Corporation on April 29, 1997.  The Board of Directors has elected
Edwin I. Colodny to serve as Chairman.

                     PRESIDENTIALLY APPOINTED DIRECTORS

PETER S. KNIGHT, 46, has been a partner of Wunder,  Diefenderfer,  Cannon &
Thelen, a Washington,  D.C., law firm, since July 1991. He was Chair of the
Clinton/Gore  Vice  Presidential  Campaign  from July to November  1992 and
Deputy  Director for  Personnel  for the  Clinton/Gore  Transition  Team in
November and December 1992. He was Campaign Manager for  Clinton/Gore  '96.

                                     4

<PAGE>

He was General Counsel and Secretary of Medicis Pharmaceutical  Corporation
from  September 1989 to June 1991. He has been a  Presidentially  appointed
COMSAT  director  since  September  1994. He also is a director of Wertheim
Schroeder  Investment  Services and Whitman  Medical Corp. His current term
expires at the 1999 Annual Meeting.

CHARLES T. MANATT, 60, is the senior partner of Manatt,  Phelps & Phillips,
a Washington,  D.C.,  and Los Angeles law firm which he founded in 1965. He
was Chairman of the Democratic  National  Committee from 1981 through 1985.
He has been a  Presidentially  appointed COMSAT director since May 1995. He
also  is  a  director  of  the   Federal   Express   Corporation   and  ICN
Pharmaceuticals, Inc. His current term expires at the 1997 Annual Meeting.

     Barry M. Goldwater  resigned as a director of the Corporation in April
1996. The President of the United States has not nominated a replacement to
fill the vacancy created by Sen. Goldwater's resignation.

Executive Officers

     The information concerning the Corporation's executive officers required
by Item 10 is included in Part I of this Report as previously filed.  See
"Executive Officers."

Compliance with Section 16(a) of the Exchange Act

     Mrs.  Alewine,  a director and executive  officer of the  Corporation,
reported  two  transactions  (the grant of options and phantom  stock) on a
single  amended  report  less  than one  month  late due to an  inadvertent
support staff oversight.

Item 11.  Executive Compensation


                           EXECUTIVE COMPENSATION

     The following table shows the  compensation for the three fiscal years
ended December 31, 1996 received by (1) Mrs.  Alewine,  the Chief Executive
Officer  since July 19,  1996;  (2) the other four most highly  compensated
executive  officers of the Corporation who were serving as such at year-end
1996; (3) Mr.  Crockett,  who served as the Chief  Executive  Officer until
July 19,  1996;  and (4) Richard E.  Thomas,  who  resigned as an executive
officer  on  September  20,  1996 and whose  compensation  would  have been
reportable  under  clause  (2)  above  but for the fact  that he was not an
executive  officer of the Corporation at year-end 1996 (the Named Executive
Officers).

                                     5
<PAGE>

<TABLE>
<CAPTION>
<S>                     <C>      <C>      <C>       <C>               <C>               <C>          <C>

                         SUMMARY COMPENSATION TABLE

                            Annual Compensation        Long-Term Compensation
                            --------------------       ----------------------

                                                       Other          Restricted      Securities        All
                                                       Annual           Stock         Underlying       Other
  Name and Principal             Salary    Bonus    Compensation       Award(s)        Options      Compensation
       Position           Year     ($)       ($)       ($)(5)            ($)(6)            (#)          ($)(8)
----------------------    ----   --------  --------  ------------      ----------      ----------    ------------

Betty C. Alewine,         1996   $355,846  $180,000    $ 3,238         $ 238,188        210,000       $ 29,910
  President & Chief       1995    226,923   140,000        448           178,363         55,000         23,339
  Executive Officer       1994    210,000   190,000        387           562,788         80,000         31,221

John V. Evans,            1996    195,000    50,000      7,284            63,000         25,000         77,937
  Chief Technical         1995    184,000    50,000      6,103           123,061         25,000         58,346
  Officer                 1994    184,000    75,000      4,405           288,338         30,000         60,552

Allen E. Flower           1996    180,000    65,000     60,122            90,000         35,000         39,879
  Vice President and      1995    145,000    45,000          0           121,563          7,000         11,536
  Chief Financial Officer 1994    134,039    41,500          0            81,438          5,000         12,366

 Charles Lyons,           1996    500,000    75,000     62,399                 0              0        236,450
  President, Ascent       1995    335,961(3)150,000      1,886           382,113        352,500 (7)    303,275
  Entertainment Group,    1994    210,000   190,000        992           562,788         80,000         38,803
  Inc.

 Warren Y. Zeger,         1996    196,551   170,000(4)   2,422            63,000         30,000         37,358
  Vice President,         1995    184,050    65,000      2,755           123,061         30,000         29,873
  General Counsel and     1994    179,999    90,000     12,431           301,813         60,000         32,177
  Secretary

Bruce L. Crockett, (1)    1996    433,173         0      5,017           459,360        120,000         48,136
  Former President &      1995    350,000   160,000      6,142           547,091        130,000       $135,405
  Chief Executive Officer 1994    350,000   350,000     28,930         1,139,050        200,000        140,215

Richard E. Thomas, (2)    1996    315,016   140,000        440            90,000         40,000          5,073
  Retired President,      1995    315,071   140,000          0           239,680         55,000          6,648
  COMSAT RSI, Inc.        1994    181,740   150,000          0           431,281         80,000          4,251

</TABLE>

---------------

     (1)  Mr. Crockett resigned as President and Chief Executive Officer of
          the Corporation in July 1996. His  compensation for 1996 includes
          amounts paid after that date  pursuant to an  agreement  with the
          Corporation. See "Agreements with Executive Officers."

     (2)  Mr. Thomas became an executive  officer on June 3, 1994,  when he
          became  President,  COMSAT RSI, Inc.,  upon  consummation  of the
          acquisition of Radiation Systems,  Inc. His compensation for 1994
          reflects  amounts paid after that date.  Mr.  Thomas  resigned in
          September 1996. His  compensation  for 1996 reflects amounts paid
          after that date  pursuant to an agreement  with the  Corporation.
          See "Agreements with Executive Officers."

     (3)  Mr. Lyons received a retroactive pay increase, thereby increasing
          his 1995 salary to $335,961  from the  $328,461  reported in last
          year's proxy statement.
                                     6

<PAGE>

     (4)  The bonus  reflected  for Mr.  Zeger for 1996  includes a special
          performance-based spot bonus in the amount of $100,000.

     (5)  With the exception of Mr. Flower, Other Annual Compensation shown
          for 1994,  1995 and 1996 does not include  perquisites  and other
          personal   benefits   because  the   aggregate   amount  of  such
          compensation does not exceed the lesser of (i) $50,000 or (ii) 10
          percent  of  individual  combined  salary and bonus for the Named
          Executive  Officer in each year.  For Mr.  Flower,  Other  Annual
          Compensation for 1996 includes $30,000 for club membership fees.

     (6)  Includes  restricted stock awards (RSAs),  restricted stock units
          (RSUs) and phantom  stock  units  (PSUs).  Dividends  are paid on
          RSAs.  Half of the RSAs  granted to Named  Executive  Officers in
          1994 were  forfeited  in 1996  based on the  non-satisfaction  of
          certain  required  performance  measures  during  1994 and  1995.
          Dividend  equivalents  are paid on RSUs and PSUs.  The number and
          value of the aggregate  restricted  stock holdings of each of the
          Named Executive Officers as of December 31, 1996, are as follows:

                                  Number of         Value as of
                                RSAs/RSUs/PSUs        12/31/96
                                --------------      -----------

          Mrs. Alewine.........     62,305          $1,483,638
          Dr. Evans............     15,510             369,332
          Mr. Flower...........     12,550             298,847
          Mr. Lyons............     60,305           1,436,013
          Mr. Zeger............     26,000             619,125
          Mr. Crockett.........    121,380           2,890,361
          Mr. Thomas...........     26,515             631,388

     (7)  Includes  options to acquire  55,000 shares of the  Corporation's
          Common  Stock and options to acquire  297,500  shares of Ascent's
          common stock.

     (8)  All Other Compensation for 1996 includes the following  elements:
          (i) unused  credits under the  Corporation's  cafeteria plan that
          were paid in cash to the Named Executive Officers;  (ii) time off
          buy-back under the Corporation's  cafeteria plan that was paid in
          cash to the Named Executive Officers;  (iii) contributions by the
          Corporation  to the  Corporation's  401(k)  Plan on behalf of the
          Named Executive Officers;  (iv) above-market interest accrued for
          the Named  Executive  Officers under the  Corporation's  Deferred
          Compensation  Plan; and (v) life insurance premiums for the Named
          Executive  Officers.  The life  insurance  premiums shown for Mr.
          Thomas  represent  the  premiums  paid  by the  Corporation  with
 
                                    7

<PAGE>

          respect  to a term  life  insurance  policy  for  him.  The  life
          insurance  premiums shown for the other Named Executive  Officers
          represent  split dollar  premiums  which include (i) the value of
          the  premiums  paid by the  Corporation  with respect to the term
          life  insurance  portion of the  policy for each Named  Executive
          Officer,  determined  under the P.S.  58 table  published  by the
          Internal  Revenue  Service,  and (ii) the value of the benefit to
          each Named  Executive  Officer of the  remainder  of the premiums
          paid by the  Corporation,  determined by calculating  the present
          value of the  cumulative  interest  payments  that  would be made
          based on the  assumption  that the  premiums  were loaned to each
          Named  Executive  Officer at an  interest  rate of 7.5% until the
          Named Executive  Officer reaches the normal retirement age of 65,
          at which time the policy  splits and the premiums are refunded to
          the  Corporation.  All Other  Compensation for Mr. Lyons for 1996
          also includes  $149,435 of  relocation  expenses paid to him as a
          result of the relocation of Ascent's offices to Denver.


<TABLE>
<CAPTION>
<S>                 <C>         <C>           <C>              <C>       <C>
                                                              Above-
                      Unused    Time Off     401(k) Plan      Market     Life Insurance
                     Credits    Buy-Back    Contributions    Interest       Premiums
                     -------    --------    -------------    --------    --------------

Mrs. Alewine.......  $ 9,111     $    0         $4,500        $ 6,680        $9,619
Dr. Evans........      4,695      1,170          4,244         58,717         9,111
Mr. Flower........     4,701      3,600          4,500          8,385        18,693
Mr. Lyons..........   22,491     10,000          4,500         34,648        15,376
Mr. Zeger.........     7,725      3,762          4,500          5,380        15,991
Mr. Crockett.......   20,244          0            346              2        27,544
Mr. Thomas.........        0          0              0              0         5,073

</TABLE>
 
                                    8

<PAGE>


Option Grants

     The following  table sets forth  information on options granted to the
Named Executive Officers in 1996.

                     OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                              Individual Grants

                    -----------------------------------------------------------
                               Number of
                              Securities         % of Total
                          Underlying Options       Options      Exercise
                               Granted           Granted to      Price     Expiration     Grant Date
          Name                  (#)(1)          Empl in FY(2)    ($/Sh)       Date      Present Value(3)
          ----            -------------------  ---------------  ---------  -----------  ----------------

Betty C. Alewine.........        60,000             7.12%       $18.0000   01/19/06      $  286,200
                                150,000            17.79         22.4375   10/17/06       1,149,000
John V. Evans. ..........        25,000             2.97         18.0000   01/19/06         119,250
Allen E. Flower..........        35,000             4.15         18.0000   01/19/06         166,950
Charles Lyons............             0               --              --         --              --
Warren Y. Zeger..........        30,000             3.56         18.0000   01/19/06         143,100
Bruce L. Crockett........       120,000            14.23         18.0000   01/19/06         572,400
Richard E. Thomas........        40,000             4.74         18.0000   01/19/06         190,800

</TABLE>

---------------

     (1)  Except for the second option grant to Mrs.  Alewine,  the options
          shown  were   granted  on  January   19,   1996  to  acquire  the
          Corporation's  Common  Stock.  The  second  option  grant to Mrs.
          Alewine was made on October 17, 1996. All options granted in 1996
          vest as  follows:  25% on the  first  anniversary  of the date of
          grant;  another 25% on second  anniversary  of the date of grant;
          and the  remaining  50% on the third  anniversary  of the date of
          grant.

     (2)  The total number of COMSAT  options  granted to key  employees in
          1996 was 843,150.

     (3)  The Corporation  used the  Black-Scholes  option pricing model to
          determine   grant  date  present   values  using  the   following
          assumptions: a dividend yield of 3.39% for the January grants and
          3.32% for the October grant;  stock price  volatility of 0.28 for
          the January  grants and 0.36 for the October  grant; a seven-year
          option term; a risk-free  rate of return of 5.48% for the January
          grants and 6.26% for the October grant;  a retention  discount of
          3.39% for the January Grant and 3.32% for the October Grant;  and
          the vesting  schedule  described in footnote 1 above.  The use of
          this model is in accordance with SEC rules;  however,  the actual
          value of an option  realized  will be measured by the  difference
          between  the stock price and the  exercise  price on the date the
          option is exercised.

                                     9

<PAGE>

Option Exercises and Fiscal Year-End Values

     The following table sets forth information on (1) options exercised by
the Named Executive Officers in 1996, and (2) the number and value of their
unexercised options as of December 31, 1996.

       AGGREGATED OPTION EXERCISES IN 1996 AND 12/31/96 OPTION VALUES

<TABLE>
<CAPTION>
<S>                         <C>       <C>      <C>            <C>                <C>          <C>

                                                  Number of Securities          Value of Unexercised
                                                 Underlying Unexercised             In-The-Money
                                                   Options at 12/31/96          Options at 12/31/96
                                               ---------------------------    ---------------------------
                             Shares
                           Underlying
                             Options    Value
                           Exercised  Realized  Exercisable  Unexercisable      Exercisable   Unexercisable
Name                          (#)       ($)         (#)          (#)                ($)            ($)
----                        ---------- -------- ------------ --------------     ------------ ---------------

Betty C. Alewine.........         0   $      0    165,984       291,250         $500,802       $  740,625
John V. Evans............     5,000    120,156     49,938        58,750          210,399          229,688
Allen E. Flower..........     2,000      8,685     28,450        42,750          247,768          227,063
Charles Lyons............         0          0    137,750        81,250          133,250          185,625
                                  0          0          0       297,500*               0                0
Warren Y. Zeger..........     1,000     11,719    104,144        82,500          116,411          275,625
Bruce L. Crockett........    11,400     57,342    332,500       317,500          146,250        1,136,250
Richard E. Thomas........         0          0     53,750       121,250           61,875          418,125

</TABLE>

---------------

     *    Option to acquire  Ascent common  stock.  All other options shown
          are to acquire COMSAT Common Stock.

Pension Plans

     The following table shows the estimated  annual benefits  payable upon
retirement under the Corporation's Retirement Plan to persons in the salary
and years-of-service  classifications  specified. The Internal Revenue Code
limits the annual benefits  payable under the Retirement  Plan.  Under this
limitation, the maximum annual benefit for 1996 is $120,000.


<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                      Estimated Annual Benefits Payable Upon Retirement
                              ----------------------------------------------------------------
                                                      Years of Service
                              ----------------------------------------------------------------

Average Annual Salary             15           20            25            30            35
---------------------         --------      --------      --------      --------      --------

$100,000....................  $ 25,520      $ 38,056      $ 43,290      $52,176      $ 59,007
 150,000....................    39,645        58,501        67,415       81,301        91,882
 200,000....................    51,307        76,483        89,077      107,963       120,000
 250,000....................    60,095        91,591       107,865      120,000       120,000
 300,000....................    67,095       104,911       120,000      120,000       120,000
 350,000....................    74,095       118,231       120,000      120,000       120,000

</TABLE>

     The  compensation  covered by the  Retirement  Plan includes only base
salary.  Benefits are  determined  on a straight life annuity basis under a

                                    10

<PAGE>

formula  based on length of service and average  annual base salary for the
highest five  consecutive  years  during the final 10 years of  employment.
Prior to 1989,  benefits  were  offset by a portion  of each  participant's
estimated  Social Security  benefits.  Beginning in 1989, each  participant
accrues a benefit  at a  specified  percentage  of salary up to the  Social
Security wage base,  and at a higher  percentage of salary above the Social
Security wage base. The years of credited  service for the Named  Executive
Officers as of  December  31,  1996 are:  10 for Mrs.  Alewine;  13 for Dr.
Evans; 27 for Mr. Flower; 5 for Mr. Lyons; 21 for Mr. Zeger; and 16 for Mr.
Crockett.  Mr. Thomas was not a participant in the Retirement Plan, and Mr.
Lyons ceased accruing benefits under the Retirement Plan as of December 31,
1995.

     The  Corporation  also maintains the Insurance and Retirement Plan for
Executives,  which covers those executive  officers and other key employees
who are  designated  by the Board of  Directors  to  participate.  The plan
provides  an  annuity  for life  equal to 60% (70% for the Chief  Executive
Officer)  of the  participant's  average  annual  compensation  (salary and
incentive  compensation)  during  the  48  consecutive  months  of  highest
compensation  (or  during  all  consecutive  months  of  employment  if the
participant  has been  employed  less than 48  months),  offset by  pension
benefits payable under the Retirement Plan, the qualified  retirement plans
of former employers, Social Security, and government and military pensions.

     Payment begins upon the  participant's  normal retirement at age 65. A
participant  may  retire  as early  as age 55 (but  only  with the  Board's
consent  if before age 62) and  receive  an annuity  reduced by 3% for each
year payment begins before age 62. For employees who became participants in
the Plan before January 1, 1993,  benefits vest ratably over the first five
years of the participant's  service.  For employees who become participants
in the plan on or after January 1, 1993, benefits are 50% vested after five
years  of  service  and  then  vest an  additional  10% per  year  over the
following five years of service, provided that the sum of the participant's
age and years of service equals 60.

     The annual benefits payable upon retirement at age 65 based upon the 48
consecutive months of highest compensation as of December 31, 1996 for each of
the Named Executive Officers are: $270,173 for Mrs. Alewine; $102,945 for Dr.
Evans; $42,313.24 for Mr. Flower; $86,001 for Mr. Zeger; and $251,605 for Mr.
Thomas.  Mrs. Alewine and Messrs. Evans, Flower, Zeger and Thomas are each
100% vested in the Plan.  Mr. Lyons is not a participant in the Plan.  For
description of the annual benefits payable to Mr. Crockett upon retirement,
see "Agreements with Executive Officers."

                                    12

<PAGE>

Directors Compensation

     In April 1997, the Board of Directors  approved a change in the method
in which  directors  are  compensated.  Subject  to  shareholder  approval,
directors  will  receive all of their  annual  retainer in shares of COMSAT
common  stock.  Directors,  other  than  the  Chairman  and  Mrs.  Alewine,
currently  receive an annual  cash  retainer  of  $10,000  payable in equal
quarterly  installments  and 600 shares of the  Corporation's  Common Stock
payable at the first  meeting of the Board of  Directors  after each Annual
Meeting of Shareholders.  Prior to the 1997 Annual Meeting of Shareholders,
each  director who was not an employee of the  Corporation,  other than the
Chairman,  received a quarterly retainer of $5,375. Non-employee directors,
other  than the  Chairman,  also  receive a fee of $1,000 per  meeting  for
attending  each Board  meeting,  Board  committee  meeting or meeting  held
pursuant  to a  special  assignment;  and,  if he or  she  chairs  a  Board
committee,  an additional fee of $750 quarterly.  As Chairman of the Board,
Mr.  Silas  was  compensated  solely on an  annual  basis in the  amount of
$225,000 per year. Mrs.  Alewine is not compensated  separately for service
as a director.

     Under the  Directors  and  Executives  Deferred  Compensation  Plan, a
non-employee  director  may  elect to defer  all or part of his or her cash
retainers  and fees.  Amounts  deferred are credited  with interest and are
paid out after the director's  retirement  from the Board, in a lump sum or
in up to 15 annual installments  beginning not later than at age 73. In the
case of  death,  the  accumulated  deferrals  are  paid  to the  director's
beneficiary.

     In  1991,  each  then-current  participating  director  was  given  an
election  to  receive  his or her  account  balance  as of March 31,  1991,
together  with interest  accumulated  on such balance to a date in the year
2000 (to the extent that such amounts were not previously distributed),  in
a lump sum in the year  2000 if he or she is then an active  director  or a
retiree receiving  installment  payments.  The payment would be made to the
beneficiary  of a deceased  electing  director if such  beneficiary is then
receiving such  installment  payments.  The lump sum payment will be offset
against the amounts  otherwise payable to the director or beneficiary under
the Plan.

     In 1992, the Directors and Executives  Deferred  Compensation Plan was
amended  to  provide  an  additional  lump  sum  payment  election  for the
additional amounts deferred under the plan from April 1, 1991 through March
31, 1992,  together with interest  accumulated on such amounts to a date in
the year 2001, with payment of the lump sum to be made in the year 2001.

     A retirement plan for directors  adopted in 1982 remains in effect for
directors  who  commenced  service  before 1984.  This plan provides for an
annual  benefit  of  $12,000,  beginning  at  the  later  of  age 72 or the

                                    12

<PAGE>

director's  retirement from the Board,  and payable for the number of years
equal to the director's  years  (including  partial years) of Board service
through 1983. In 1991, each  then-current  director covered by the plan was
given an  election to receive a lump sum payment on a date in the year 2000
if he or she survives  until that date.  The lump sum payment will be equal
to the  present  value on such date of the  remaining  retirement  benefits
payable to the director  under the plan.  The payment  would be made to the
beneficiary  of a deceased  electing  director if such  beneficiary is then
receiving survivor benefits under the plan.

     Under the Split Dollar  Insurance  Plan, the  Corporation  provides to
non-employee  directors,  through split dollar life insurance  policies,  a
death  benefit equal to $50,000 for each year or partial year of his or her
Board service until the benefit  reaches  $200,000,  and then increased for
each  such  director  (except  Presidential  appointees)  by 5.5%  for each
additional  year of Board service to age 72. Such coverage  continues after
retirement  from the Board.  For 1996, the aggregate  value of split dollar
life insurance  premiums paid for the benefit of all covered  directors was
$129,568.

     Under the  Non-Employee  Directors Stock Plan, the Corporation  grants
annually in March to each  non-employee  director,  who was also serving on
the date of the  Annual  Meeting of  Shareholders  for the prior  year,  an
option to purchase shares of Common Stock. For options granted before March
16, 1990, each option is for 2,000 shares,  the exercise price per share is
the fair market value of a share of Common Stock on the date of grant,  and
the option expires 10 years from the date of grant.  For options granted on
or after March 16,  1990,  and before  March 19,  1993,  each option is for
2,000 shares,  the exercise price per share is 50% of the fair market value
on the date of grant,  and the  option  expires  15 years  from the date of
grant.  For options  granted on or after March 19, 1993, each option is for
4,000  shares,  the exercise  price per share is the fair market value of a
share of Common Stock on the date of grant, and the option expires 15 years
from the date of grant. All data related to shares of Common Stock, options
to purchase  shares of Common  Stock and share prices prior to June 1, 1993
have been adjusted to reflect the  two-for-one  split in the  Corporation's
Common Stock effective June 1, 1993.

     All  options  granted  before  March 15,  1996 under the  Non-Employee
Directors Stock Plan are currently  exercisable.  For options granted on or
after that date, each option becomes  exercisable for 2,000 shares one year
after the date of grant and for the remaining  2,000 shares two years after
the date of grant.  If the  director's  service on the Board  terminates by
reason of  retirement at age 72,  expiration of a term as a  Presidentially
appointed director,  failure to stand for election with the Board's consent

                                    13

<PAGE>

or  resignation  with  the  Board's  consent,   the  option  becomes  fully
exercisable and continues in force for the duration of its term. The option
also becomes fully  exercisable  and continues in force for the duration of
its term in the event of certain changes in control.  A "Change of Control"
includes:  (1) the acquisition by any person (other than the Corporation or
an employee  benefit  plan  sponsored  by the  Corporation)  of  beneficial
ownership  of 50% or  more  of the  outstanding  voting  securities  of the
Corporation;  (2) any change in the  composition  of the Board of Directors
such  that  the  elected  directors  as of  May  17,  1996  (the  Incumbent
Directors)  cease to constitute a majority of the Board  (provided that any
individual   whose  nomination  or  election  is  approved  by  a  vote  of
three-fourths  of the  then  Incumbent  Directors  shall be  treated  as an
Incumbent  Director);  (3) approval by the shareholders of a merger,  share
exchange,   swap,   consolidation,   recapitalization   or  other  business
combination  which,  if  consummated,  would  result  in the  Corporation's
shareholders  holding  less than 60% of the  combined  voting  power of the
Corporation,  the  surviving  entity or its  parent  (as  applicable);  (4)
approval by the  shareholders  of the  liquidation  or  dissolution  of the
Corporation,  or sale by the Corporation of all or substantially all of the
Corporation's  assets,  other than to an entity 80% of the combined  voting
power  of which  would be  beneficially  owned  by the  Corporation's  then
existing shareholders;  or (5) any event which would have to be reported as
a "change of control" under the regulations  governing the  solicitation of
proxies by the SEC.  If the  director's  service  terminates  for any other
reason except death,  the option  terminates  immediately.  If the director
dies at any time before the option  terminates,  the option  becomes  fully
exercisable and continues in force for one year after the date of death.

     In 1996,  options  for a total of 56,000  shares of Common  Stock were
granted  to  non-employee  directors  at a  purchase  price  per  share  of
$28.8125,  which was the fair market  value of the Common Stock on the date
of grant.  In 1996,  Mr.  Goldwater  exercised  options  for  4,000  shares
previously  granted  under that plan and realized a net value (market value
on exercise date less exercise price) of $36,156.

                                    14

<PAGE>

Agreements with Executive Officers

     The  Corporation  and Mrs.  Alewine have  entered  into an  employment
agreement  dated July 19, 1996 which  provides  for  successive  three-year
terms  from  each  successive  day  thereafter  until  July 19,  2003.  The
agreement  provides for a base salary of $450,000 for the first year,  with
an increase to $500,000 in the second year, subject to further increases at
the discretion of the  Corporation's  Board of Directors.  Mrs.  Alewine is
eligible for an annual bonus based on  performance  measures  determined by
the Board's Compensation Committee with a target bonus equal to 70% of Mrs.
Alewine's base salary. Pursuant to the agreement, on October 17, 1996, Mrs.
Alewine  was  granted  (i) an  option  to  purchase  150,000  shares of the
Corporation's  common  stock at a price  equal to the  market  value of the
stock on the grant date, which vests 25% after one year,  another 25% after
the second year and the remaining 50% after the third year;  and (ii) 5,000
restricted stock units which vest after three years.  Mrs. Alewine was also
granted 20,000 restricted stock awards on February 20, 1997 pursuant to the
agreement  which are subject to the same terms as  restricted  stock awards
made to other executives of the Corporation on that date.

     If Mrs. Alewine's employment is terminated without "cause," or if Mrs.
Alewine  elects to terminate  her  employment  for "good  reason"  (both as
defined in the  agreement),  Mrs.  Alewine  will be entitled to receive the
following for three years from her termination date or until July 19, 2003,
whichever  is  earlier,  but in no case  for less  than one year  following
termination:  (i) her then current base salary;  (ii) an annual bonus equal
to 70% of her then  current  base  salary;  and (iii)  all  other  benefits
provided  for  pursuant to the  agreement,  which shall be deemed fully and
immediately  vested if subject to vesting.  The agreement  provides that if
Mrs.  Alewine's  employment  is not  renewed  after  July  19,  2003  or is
terminated  before then either by Mrs.  Alewine for "good reason" or by the
Corporation  without  "cause,"  Mrs.  Alewine  will be  entitled  to  begin
receiving  retirement benefits at age 55 under the Insurance and Retirement
Plan for Executives at the actuarially  reduced rate for early  retirement,
subject to the Board's discretion to waive such reduction.

     The  Corporation  and  Mr.  Flower  have  entered  into  a  three-year
employment  agreement dated April 18, 1997. Pursuant to the agreement,  Mr.
Flower's  base salary is $210,000  per year,  subject to  increases  at the
discretion of the Corporation's Board of Directors.  Mr. Flower is eligible
for an annual bonus based on performance measures determined by the Board's
Compensation Committee with a target bonus equal to 50% of his base salary.
If Mr. Flower's  employment is terminated without "cause," or if Mr. Flower
elects to terminate  his  employment  for "good reason" (both as defined in
the agreement),  Mr. Flower will be entitled to receive the following until
the later of one year from his termination  date or April 17, 2000: (i) his
then  current  base  salary;  (ii) an annual bonus equal to 50% of his then
current

                                    15

<PAGE>

base  salary;  and (iii) all other  benefits  provided  for pursuant to the
agreement, which shall be deemed fully and immediately vested if subject to
vesting.  The  agreement  provides that if Mr.  Flower's  employment is not
renewed  after April 17, 2000,  Mr.  Flower will be entitled to receive (i)
the benefits  described in the preceding  sentence for one year  thereafter
and (ii)  retirement  benefits under the Insurance and Retirement  Plan for
Executives  beginning  on May 1, 2000 at the  actuarially  reduced rate for
early  retirement,   subject  to  the  Board's  discretion  to  waive  such
reduction. If Mr. Flower's employment is terminated by Mr. Flower for "good
reason" or by the Corporation without "cause" before he attains age 55, Mr.
Flower will be entitled to begin  receiving  retirement  benefits under the
plan at age 55 at the actuarially reduced rate for early retirement,  again
subject to the Board's  discretion  to waive such  reduction.  In the event
that Mr.  Flower  dies  after his  employment  terminates  but  before  his
retirement  benefits  begin,  his spouse will  receive  the death  benefits
provided  in the  plan  for  participants  who die  while  employed  by the
Corporation.

     The Corporation and Mr. Zeger have entered into a five-year employment
agreement dated April 18, 1997. Pursuant to the agreement, Mr. Zeger's base
salary is $230,000 per year,  subject to increases at the discretion of the
Corporation's Board of Directors. Mr. Zeger is eligible for an annual bonus
based  on  performance  measures  determined  by the  Board's  Compensation
Committee  with a target  bonus  equal to 50% of his  base  salary.  If Mr.
Zeger's employment is terminated without "cause," or if Mr. Zeger elects to
terminate  his  employment  for  "good  reason"  (both  as  defined  in the
agreement),  Mr.  Zeger will be  entitled to receive  the  following  until
April,  2002: (i) his then current base salary;  (ii) an annual bonus equal
to 50% of his then  current  base  salary;  and (iii)  all  other  benefits
provided  for  pursuant to the  agreement,  which shall be deemed fully and
immediately  vested if subject to vesting.  The agreement  provides that if
Mr. Zeger's employment is not renewed after April 17, 2002 or is terminated
before then  either by Mr.  Zeger for "good  reason" or by the  Corporation
without  "cause," Mr. Zeger will be entitled to begin receiving  retirement
benefits at age 55 under the Insurance and  Retirement  Plan for Executives
at the  actuarially  reduced  rate for  early  retirement,  subject  to the
Board's  discretion  to waive such  reduction.  In the event that Mr. Zeger
dies after his employment  terminates  but before his  retirement  benefits
begin, his spouse will receive the death benefits  provided in the plan for
participants who die while employed by the Corporation.

     Ascent  and  Mr.  Lyons  have  entered  into  a  five-year  employment
agreement that became  effective upon completion of Ascent's initial public
offering on December 18, 1995.  Pursuant to the agreement,  Mr. Lyons' base
salary is $500,000  per year,  subject to increases  at the  discretion  of
Ascent's board of directors. Mr. Lyons is also eligible for an annual bonus
based on performance measures determined by Ascent's compensation committee
with a target bonus equal to 70% of Mr. Lyons' base salary. Pursuant to the
agreement,  Mr. Lyons was granted an option to purchase  297,500  shares of

                                    16

<PAGE>

Ascent's common stock,  which represented 1% of Ascent's  outstanding stock
upon completion of Ascent's initial public offering,  at the offering price
of $15 per share.  The option vests 10% after one year, an  additional  15%
after two years and an  additional  25% each year  thereafter  until  fully
vested.  Until the third  anniversary  of the grant,  Mr. Lyons (i) may not
exercise the option so long as COMSAT owns at least 80% of Ascent's  common
stock and (ii) is not eligible for any further option  grants.  Pursuant to
the agreement,  Mr. Lyons' participation in COMSAT's executive compensation
plans ceased and Mr. Lyons will  participate  in benefit  plans  offered to
executives  of Ascent.  However,  existing  COMSAT stock and option  awards
granted to Mr. Lyons will  continue to vest  according to their  respective
vesting schedules.

     If Mr. Lyons' employment is terminated  without "cause" (as defined in
the  agreement),  or if Mr. Lyons elects to terminate  his  employment as a
result of certain events defined in the agreement  which have the effect of
a constructive  termination,  Mr. Lyons will be entitled, for the remainder
of the term of the agreement as if the  agreement had not been  terminated,
to receive: (i) his then current base salary; (ii) an annual bonus equal to
70% of his then current base salary;  and (iii) all other benefits provided
for pursuant to the agreement;  provided that if Mr. Lyons becomes employed
during such period, any compensation from such employment will offset up to
50% of the amounts owed by Ascent  pursuant to the agreement.  In addition,
Mr.  Lyons'  employment  agreement  provides that upon a "Change of Control
Event" (as defined in the  agreement),  Mr. Lyons will be entitled to elect
to  terminate  his  employment  with Ascent and  receive the same  benefits
described in the preceding sentence. A "Change of Control Event" is defined
as an affirmative determination,  either jointly by Mr. Lyons and the board
of  directors of Ascent or pursuant to an  arbitration  which Mr. Lyons has
the right to invoke,  that any "change of control" of Ascent (defined as an
event as a result of which a person or entity other than COMSAT owns 50% or
more of the voting stock of Ascent) or prospective  change of control would
be reasonably likely to have a materially  detrimental effect on either the
day-to-day  circumstances  of Mr.  Lyons'  employment  or the  compensation
payable to Mr. Lyons under such agreement.

     Ascent and Mr.  Lyons  amended  and  restated  Mr.  Lyons'  employment
agreement on November 18, 1996.  The material  changes were (i) Mr.  Lyons'
stock  options to purchase  297,500  shares of common  stock of Ascent will
vest immediately upon a "change of control," as defined above, or if Ascent
is no longer publicly traded; (ii) Ascent agreed to use its best efforts to
cause  100% of Mr.  Lyons'  COMSAT  stock  awards to vest upon a "change of
control";  (iii) if Mr. Lyons' employment with Ascent is not renewed at the
end of his term of  employment,  he will be  retained  as a  consultant  to
Ascent  for  18  months  with  full  pay  and  benefits;  and  (iv)  upon a
termination  of the  agreement  upon  which Mr.  Lyons  receives  continued

                                    17

<PAGE>

benefits,  such benefits  shall continue for the longer of the remainder of
the term or one year after termination.

     In connection with Mr.  Crockett's  resignation as President and Chief
Executive  Officer of the Corporation on July 19, 1996, the Corporation and
Mr. Crockett entered into an agreement, which provided that he would remain
an employee,  and would  continue to receive salary at the same rate and to
participate in the Corporation's executive benefit plans, until January 31,
1998.  The agreement  provided,  however,  that Mr.  Crockett  would not be
eligible  for any bonuses or  stock-based  awards  during this  period.  In
accordance  with  their  terms,   the  existing  stock  options  and  other
stock-based  awards  granted to Mr.  Crockett  would have continued to vest
during this  period but any  unvested  options or awards  would be forfeted
after January 31, 1998 and options  exercisable  as of such date would have
terminated if not exercised within three months  thereafter,  or such later
date as provided in the option agreement.  As executed,  the agreement also
provided that when Mr.  Crockett  reached age 55 in April 1999, he would be
entitled to begin  receiving  retirement  benefits  under the Insurance and
Retirement  Plan for Executives at a reduced rate  determined in accordance
with the Plan's early retirement and termination of employment factors. The
agreement also provided that in the event that Mr.  Crockett died after his
employment  terminated but before his retirement benefits began, his spouse
would be entitled to receive  the death  benefits  provided in the plan for
participants who die while employed by the Corporation.

     Mr.  Crockett's  salary  continuation and benefits under the agreement
were  specifically  conditioned upon his agreement not to disparage,  harm,
compete  with or disclose  confidential  information  about  COMSAT (or its
directors and officers)during the term of the agreement. On April 23, 1997,
COMSAT filed suit against Mr. Crockett alleging,  among other things,  that
he had  breached  his  agreement  with COMSAT.  COMSAT has  terminated  the
agreement with Mr. Crockett.

     In connection with his resignation as President of COMSAT RSI, Inc. on
September 20, 1996,  the  Corporation  and Richard  Thomas  entered into an
agreement which amends and supersedes Mr. Thomas' employment agreement with
the  Corporation.  The  agreement  provides  that Mr. Thomas will remain an
employee,  and will continue to receive  salary and to  participate  in the
Corporation's  executive  benefit  plans,  until June 3, 1997,  the date on
which his employment  agreement  terminated,  at which time he will retire.
Pursuant  to the  agreement,  Mr.  Thomas  received  a bonus of  $90,000 in
February  1997 but is not eligible for any  stock-based  awards  during the
term of the agreement.  In accordance with their terms,  the existing stock
options and other stock-based awards granted to Mr. Thomas will continue to
vest during this period and will fully vest on his retirement to the extent
not  previously  vested.  The  agreement  also  provides for Mr.  Thomas to
receive  the  $100,000  retention  bonus  payable on June 3, 1997 under his
prior  employment  agreement.  Upon  his  retirement,  Mr.  Thomas  will be
entitled to begin  receiving  retirement  benefits  under the Insurance and
Retirement  Plan.  The  agreement  provides  for the  retention  bonuses of

                                    18

<PAGE>

$150,000  previously paid to Mr. Thomas under his employment  agreement and
the $100,000  retention bonus payable upon his retirement to be included in
the compensation  which is taken into account in calculating his retirement
benefits under the Plan.

Change in Control Arrangements

     Certain of the  Corporation's  benefit and compensation  programs have
provisions  that are  intended to assure the  continuity  and  stability of
management  and the Board of Directors  necessary to protect  shareholders'
interests,  and to  protect  the  rights of the  participants  under  those
programs,  in the event of a "Change  of  Control"  of the  Corporation.  A
"Change of  Control"  for this  purpose  is  defined in the same  manner as
described above under the caption "Directors'  Compensation." The following
actions will take place upon the occurrence of a Change of Control: (1) the
vesting of all stock options, RSAs, RSUs and PSUs will be accelerated under
the  Corporation's  1990 and 1995  Key  Employee  Stock  Plans  and  Annual
Incentive   Plan;  (2)  the  deferred   compensation   accounts  under  the
Corporation's  Directors and Executives Deferred  Compensation Plan, Annual
Incentive  Plan and  Non-Employee  Directors  Stock Option Plan will become
immediately  payable;  (3)  participants in the Split Dollar Insurance Plan
will receive fully-paid individual policies;  (4) directors will receive an
immediate  lump sum payment of their accrued  benefits  under the Directors
Retirement Plan using present value  assumptions;  and (5)  participants in
the Corporation's  Insurance and Retirement Plan for Executives will become
vested  in their  accrued  benefits  under  the plan  and will  receive  an
immediate lump sum payment using present value assumptions.

     The   Board   of   Directors   retains   the   authority   under   the
Change-of-Control  provisions to determine that the  provisions  should not
apply to a particular  transaction.  In the event of such a  determination,
the vesting of stock awards and the payment of various plan benefits  would
not be  accelerated.  This  feature  is  intended  to  afford  the Board of
Directors   flexibility  in  structuring   transactions  and  to  encourage
negotiated transactions.


                                    19

<PAGE>

Compensation Committee Interlocks and Insider Participation

     There   were  no   compensation   committee   interlocks   or  insider
participation in compensation decisions during 1996.


           COMMITTEE ON COMPENSATION AND MANAGEMENT DEVELOPMENT
                     REPORT ON EXECUTIVE COMPENSATION

     The Committee on  Compensation  and Management  Development,  which is
composed of independent outside directors,  is responsible for establishing
and administering the Corporation's executive compensation philosophy.  Set
forth  below is the  Committee's  report  on the 1996  compensation  of the
executive  officers  of the  Corporation,  including  Mrs.  Alewine and Mr.
Crockett,  each of whom held the position of Chief Executive  Officer for a
portion of 1996,  and the other  executive  officers  named in the  Summary
Compensation Table above (the Named Executive Officers).

     The  Corporation's  executive  compensation  philosophy is designed to
attract,  motivate and retain talented executives critical to the long-term
success of the  Corporation.  The hallmark of this  philosophy  is to align
executive  compensation  more  closely with the  interests of  shareholders
through performance incentives.  The main components of this philosophy are
annual  compensation,  consisting of salary plus bonuses  awarded under the
Corporation's Annual Incentive Plan, and long-term compensation, consisting
of  stock-based  incentives.  The Committee  reviews and  recommends to the
Board the annual  compensation of all executive  officers,  and reviews and
approves   executive   officers'   long-term   compensation.   Mr.   Lyons'
compensation as Chief Executive Officer of Ascent Entertainment Group, Inc.
is  determined  by the  Ascent  Board  of  Directors  and its  Compensation
Committee.

     There are two  groups of  competitive  companies  that are used in the
executive compensation analysis. The first group,  consisting of the larger
companies  that make up the Peer Group  Index  discussed  under the caption
"Performance Graph," is used to compare executive compensation strategy and
practices.   The   second   group,   consisting   of   companies   in   the
telecommunications   and   entertainment   industries  with  revenues  more
comparable  to  the  Corporation's,   is  used  to  benchmark   competitive
compensation levels.

     During  1995,  the  Committee  engaged an  independent  consultant  to
evaluate the  effectiveness of the executive  compensation  philosophy that
had  been in  place  since  1993.  Based on the  consultant's  report,  the
Committee  concluded  that  annual  cash  compensation  levels for the five
highest paid  executives had fallen  significantly  behind the market while
long-term  compensation  levels were above the market, with the result that

                                    20

<PAGE>

total compensation  (annual cash compensation plus long-term  compensation)
had been  achieving  desired  75th  percentile  positioning.  However,  the
combination  of low base  salaries,  aggressive  annual  bonus  targets and
above-market  long-term  compensation was causing salary  compression below
the executive  officer level where annual bonus and long-term  compensation
comprise a smaller percentage of the total compensation package.

     Beginning  in 1996,  the  Committee  decided to modify  the  executive
compensation  philosophy  to  reflect  a  compensation  mix  that  is  more
consistent  with market  practice.  This involves  setting base salaries at
competitive  levels and adjusting annual bonus targets,  which are set as a
percentage of base salary,  to achieve  competitive cash  compensation when
business  results are attained.  The Corporation will continue to use a mix
of long-term compensation, awarding stock options at levels consistent with
the  median  for  the   revenue   group  of   competitive   companies   and
performance-based  restricted  stock  at  levels  consistent  with the 75th
percentile  for  these  companies  if  the  business  achieves   prescribed
performance standards over the long term.

Annual Compensation

     The  independent  consultant  engaged in 1995 conducted an analysis of
competitive cash compensation for the Corporation's Chief Executive Officer
position  at  the  median  of  the  market   based  on   comparably   sized
telecommunications and entertainment companies. Based on this analysis, the
consultant  recommended  a base  salary of  $500,000  with an annual  bonus
target of 70% of base salary.  The Committee  used this data in determining
Mr. Crockett's base salary and bonus target for 1996. Mr. Crockett's salary
remained  frozen at $350,000 since January 1993. The Committee  recommended
that Mr. Crockett's base salary be increased to the median of the market in
two steps,  with a base salary increase to $425,000 for 1996 coupled with a
bonus target of 100% of base salary.  This would  produce the same level of
total  cash  compensation,   provided  the  Corporation  achieved  targeted
financial   results   in  1996.   The  Board   approved   the   Committee's
recommendation.  Mr. Crockett resigned as Chief Executive Officer effective
July 19, 1996, and did not receive a bonus for 1996.

     Mrs.  Alewine was elected to succeed Mr.  Crockett as Chief  Executive
Officer of the Corporation. Upon recommendation of the Committee, the Board
approved an employment agreement for Mrs. Alewine which is summarized above
under the caption  "Agreements  with Executive  Officers."  Mrs.  Alewine's
annual  compensation  under  the  employment  agreement  is  based  on  the
independent  consultant's  recommendations  for the Chief Executive Officer
position.  The  agreement  provides  for a base salary of $450,000  for the
first year, with an increase to $500,000  beginning in the second year, and
for an annual bonus target of 70% of base salary. Mrs. Alewine's 1996 bonus

                                    21

<PAGE>

was  prorated  based on her base salary and bonus  target for the first and
second  halves of the year,  when she held the  positions  of  President of
COMSAT   International   Communications   and  Chief   Executive   Officer,
respectively.  The bonus formula for each position  measures  profit before
tax compared to planned  achievement  at the  corporate  and business  unit
level,  as well as  individual  performance  based  on the  achievement  of
established  performance  goals for the year.  Taking  these  factors  into
account, the Committee  recommended to the Board a 1996 cash bonus award of
$180,000   for  Mrs.   Alewine.   The  Board   approved   the   Committee's
recommendation.

     In accordance with the  modifications to the  Corporation's  executive
compensation  philosophy  beginning in 1996,  base salary  ranges have been
established  for the other  executive  officers based on the average of the
market  for  comparable  positions  in the  revenue  group  of  competitive
companies.   Individual  salaries  within  each  range  will  be  based  on
recommendations to the Committee by the Chief Executive Officer taking into
account such factors as experience,  performance  and time in the position.
The bonus opportunities for other executive officers for 1996 were based on
target award percentages of base salary for each position determined by the
Committee,  as adjusted to reflect the  adjustment  of annual bonus targets
pursuant to the  compensation  philosophy  modification.  A portion of each
target award was tied to corporate and business unit  performance  criteria
based on the  achievement of one or more financial  measures as compared to
planned  performance,  and  individual  performance  criteria  based on the
Committee's  evaluation of each individual executive officer's  achievement
of established  performance  goals for the year. The actual award increased
or  decreased  in relation  to the target  award,  depending  on the actual
results. The Committee recommended a bonus award for each executive officer
based on the targets and the  performance  measures noted above.  The Board
had final  approval  authority for these  awards.  Mr.  Richard  Thomas was
awarded  the same  bonus as he  received  the prior  year  pursuant  to the
agreement  entered into in connection  with his resignation as an executive
officer.

Long-Term Compensation

     Long-term  compensation  is an integral  element of the  Corporation's
executive compensation philosophy because the Committee believes that stock
ownership by senior  management  and  stock-based  performance-compensation
arrangements   enhance  shareholder  value.  The  Corporation's   long-term
compensation  strategy  includes a blend of stock  compensation.  For 1996,
awards  by  the  Committee   consisted  of  non-qualified   stock  options,
restricted  stock awards (RSAs),  restricted stock units (RSUs) and phantom
stock units (PSUs). These awards were consistent with ranges in the revenue
group of competitive  companies  which were approved by the  Committee.  In
accordance  with  the  1996  modifications  to the  executive  compensation

                                    22

<PAGE>

philosophy,  the stock option ranges position the Corporation at the median
of the market for these  companies while the  performance-based  restricted
stock  awards  allow for  total  long-term  compensation  to reach the 75th
percentile for this market if the business achieves prescribed  performance
standards over the long term.

     A significant  portion of executive  compensation  is  represented  by
stock  options  granted at fair market value which the  Committee  believes
provide  a strong  tie to  shareholder  interests.  In  January  1996,  Mr.
Crockett was awarded  120,000  such stock  options in his capacity as Chief
Executive  Officer at the time. This award was within the competitive range
approved  by the  Committee.  Pursuant  to  the  terms  of  her  employment
agreement,  on October 17, 1996,  Mrs.  Alewine was granted  150,000  stock
options at fair  market  value in  recognition  of her  promotion  to Chief
Executive Officer.  She will not be eligible for another stock option grant
until 1998.

     Stock options were also granted to the other Named Executive  Officers
in January 1996 as reflected in the table above  setting  forth 1996 option
grants.  These  stock  option  awards were  determined  on the basis of two
factors.  First, the Committee established target award guidelines for each
executive  officer  based on a percentage  of that  officer's  base salary.
Second, the Committee approved the actual awards for each executive officer
based on  these  guidelines  and  performance  recommendations  made by Mr.
Crockett when he was Chief  Executive  Officer  based on his  evaluation of
each officer's performance for 1995.

     RSAs are  restricted  shares of COMSAT  stock  which  are  granted  to
executive  officers and selected key employees as a retention  device based
on the vesting  schedule  established by the Committee for each grant.  The
vesting of RSAs is subject to both a length of service  requirement and the
achievement  of  objective   performance-based  criteria  which  have  been
approved by the Committee.  The percent of the award earned is based on the
level of achievement of the  performance  objectives  over the  performance
period established by the Committee. The RSAs earned then become subject to
vesting  over an  additional  1, 2 and 3 years at the rate of 20%,  40% and
40%,  respectively.  In January 1996, Mr. Crockett  received 20,000 RSAs in
recognition of his position as CEO at the time and his  performance in that
position  during  1995,  which award was  designed to put more of his total
compensation at risk in the form of long-term compensation. The other Named
Executive  Officers  also  received  RSAs in  January  1996 as shown in the
Summary Compensation Table, the number of which in each case was consistent
with the guidelines approved by the Committee.

     The  performance-based  criteria  applicable  to RSAs are  intended to
ensure the Federal tax  deductibility  under Section 162(m) of the Internal
Revenue Code of compensation paid to the Corporation's  executive  officers

                                    23

<PAGE>

pursuant to RSAs. The Corporation intends to preserve the tax deductibility
under Section 162(m) of all compensation paid to its executive officers.

     RSUs and PSUs are  equivalent  in value to shares of COMSAT  stock and
vest after 3 years.  In January 1996,  the Committee  awarded 5,520 PSUs to
Mr.  Crockett  in his  position as the Chief  Executive  Officer in lieu of
$80,000 of the cash bonus  that  otherwise  would have been paid to him for
1995 under the Annual  Incentive  Plan. As part of the  modification of the
executive  compensation  philosophy,  PSUs have been  eliminated and annual
bonus awards are being paid solely in cash  beginning with the 1996 bonuses
reported in this Proxy  Statement.  Pursuant to the terms of her employment
agreement,  Mrs.  Alewine  was  granted  5,000 RSUs on October  17, 1996 in
recognition of her promotion to Chief Executive Officer.

Committee on Compensation and Management Development

Edwin I. Colodny, Chairman
Neal B. Freeman
Caleb B. Hurtt
Robert G. Schwartz
Dolores D. Wharton


                             PERFORMANCE GRAPH

     The following  line graph compares the  cumulative  total  shareholder
return for the Corporation's  Common Stock with the cumulative total return
of the S&P 500  Stock  Index  and a Peer  Group  Index  constructed  by the
Corporation  for the five fiscal years  beginning  on January 1, 1992,  and
ending on December 31, 1996.


                                    24

<PAGE>

           Comparison of Five-Year Cumulative Total Return Among
                  COMSAT, S&P 500 Index & Peer Group Index

     (Assumes $100 Invested on December 31, 1991 & Dividends
     Reinvested)

[The  following  table  is  presented  in  lieu  of the  performance  graph
appearing in the printed  version of this document in accordance  with Rule
304(d) of Regulation S-T:


                    1991    1992    1993    1994    1995    1996
                    ----    ----    ----    ----    ----    ----

COMSAT              $100    $143    $184    $119    $123    $168

S&P 500 Index        100     108     118     120     165     203

Peer Group*          100     118     134     127     180     185

* Peer Group consists of three S&P Industry Groups:  Telecommunications
(Long-Distance) (AT&T Corporation, MCI Communications, Inc. and Sprint
Corporation); Telephone Companies (Ameritech Corp., Bell Atlantic Corp.,
BellSouth Corp., GTE Corp., NYNEX Corp., Pacific Telesis Group, Inc., SBC
Communications Inc., and US West Corp.); and Entertainment (The Walt Disney
Company, King World Productions Inc. and Viacom Inc.).
  
                                  25

<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

                         OWNERSHIP OF COMMON STOCK

     To the knowledge of the  Corporation,  based upon Schedules 13G or 13D
filed with the Securities and Exchange  Commission (the SEC) as of March 1,
1997, the following persons reported beneficial ownership of more than five
percent of the Corporation's Common Stock.

  Name and Address of           Amount and Nature of                Percent
   Beneficial Owner               Beneficial Ownership *            of Class
----------------------        ----------------------------          --------

Capital Group
 Companies, Inc. (1)                 2,567,100                       5.3%
  333 South Hope Street
  Los Angeles, CA  90071

Ryback Management
 Corporation (2)                     2,591,400                       5.4%
  7711 Carondelet Avenue
  Box 16900
  St. Louis, MO  63105

Travelers Group, Inc.                 4,100,425                       8.4%
Smith Barney Holdings Inc. (3)
  388 Greenwich Street
  New York, NY  10013

-----------------

     (1)  The Capital Group Companies,  Inc., a parent holding company of a
          group of investment management companies,  reported indirect sole
          voting power with respect to 2,282,500  shares and indirect  sole
          dispositive power with respect to 2,567,100  shares.  The Capital
          Group Companies,  Inc. disclaims  beneficial  ownership of all of
          the shares reported.

     (2)  Ryback   Management   Corporation   reported   sole   voting  and
          dispositive  power with  respect to  2,591,400  shares  held in a
          fiduciary  capacity by Ryback Management  Corporation  and/or the
          Lindner Investment Series Trust.

     (3)  Travelers  Group,  Inc. and Smith Barney  Holdings Inc.  reported
          shared voting and dispositive power with respect to 4,100,425 and
          3,810,425  shares,  respectively.  The Travelers Group,  Inc. and
          Smith Barney Holding Inc. both disclaim  beneficial  ownership of
          the shares reported.

                                    26

<PAGE>

     On April 23, 1997,  COMSAT filed suit against Burce Crockett,  Herbert
Denton,  Providence Capital, Inc., Wyser-Pratte,  Inc. and others alleging,
among other things, that those persons are acting in concert and constitute
a "syndicate" or  "affiliated  group" of  shareholders  in violation of the
Communications  Satelliet Act of 1962, pursuant to which COMSAT was created
and in regulated.

                    COMMON STOCK OWNERSHIP OF MANAGEMENT

     The following  table sets forth  information  regarding the beneficial
ownership of the Corporation's  Common Stock and the common stock of Ascent
Entertainment  Group, Inc., a publicly-traded,  80.67%-owned  subsidiary of
the  Corporation,  as of March 1, 1997, by all  directors and nominees,  by
each of the  executive  officers  named in the Summary  Compensation  Table
under  the  caption  "Executive  Compensation,"  and by all  directors  and
executive  officers  as a group.  Under  the  rules of the SEC,  beneficial
ownership  includes any shares which an individual has the right to acquire
within 60 days through the exercise of any stock option or other right.

<PAGE>
<TABLE>
<CAPTION>
<S>                                  <C>                            <C>


                                    Amount and 
                                     Nature of                    Amount and
                                    Beneficial                    Nature of
                                   Ownership of                   Beneficial
                                     COMSAT                      Ownership of
                                     Common                        Ascent
Name (1)                             Stock(2)                    Common Stock
--------                           ------------                  ------------

Betty C. Alewine                   321,301(3)                           -
Lucy Wilson Benson                  24,800                            500
Edwin I. Colodny                    15,000                          1,800
Bruce L. Crockett                  616,564(4)                       1,000
Lawrence S. Eagleburger              2,700                              -
John V. Evans                       95,279(5)                           -
Allen E. Flower                     70,276(6)                           -
Neal B. Freeman                     18,400                              -
Arthur Hauspurg                     18,400                              -
Caleb B. Hurtt                       1,000                              -
Peter S. Knight                      3,000                          1,000
Peter W. Likins                     21,850(7)                           -
Howard M. Love                      22,300(8)                           -
Charles Lyons                      243,663(9)                       2,500
Charles T. Manatt                    3,500                          1,000
Robert G. Schwartz                  26,600                          2,800
C. J. Silas                         11,600                          4,800
Richard E. Thomas                  267,439(10)                        200(11)
Dolores D. Wharton                   7,600                              -
Warren Y. Zeger                    179,979(12)                          -
All directors and executive
    officers as a group (30      2,210,424(13)                    15,950
    persons)

</TABLE>
--------------

     (1)  Unless  otherwise  indicated,  each  person  has sole  voting and
          investment  powers  over the shares  listed,  and no  director or
          executive officer  beneficially owns more than 1.0% of the common
          stock of the Corporation or Ascent.
     (2)  Each number in this column has been rounded to the nearest  whole
          share.  Beneficial  ownership  of COMSAT  Common  Stock  includes
          shares  that may be  acquired  within 60 days after March 1, 1997
          through the exercise of options as follows: Mrs. Alewine, 234,734
          shares; Mrs. Benson,  24,000 shares; Mr. Colodny,  14,000 shares;
          Mr. Crockett, 495,000 shares; Mr. Eagleburger,  2,000 shares; Dr.
          Evans,  77,438 shares;  Mr. Flower,  41,450 shares;  Mr. Freeman,
          18,000 shares;  Mr. Hauspurg,  14,000 shares;  Mr. Knight,  2,000
          shares;  Dr. Likins,  19,000 shares; Mr. Love, 17,000 shares; Mr.
          Lyons,  191,500 shares;  Mr. Manatt,  2,000 shares; Mr. Schwartz,
          24,000 shares;  Mr. Silas,  10,000 shares;  Mr. Thomas,  117,500;
          Mrs. Wharton, 6,000; Mr. Zeger, 147,644 shares; and all directors
          and executive officers as a group, 1,607,391 shares.

                                    28

<PAGE>

     (3)  Includes 57,900 shares which are restricted  against transfer and
          865  shares  which  are  held in the  Corporation's  Savings  and
          Profit-Sharing Plan as of December 31, 1996.

     (4)  Includes 3,400 shares held by Mrs. Crockett with respect to which
          Mr. Crockett disclaims beneficial ownership. Also includes 86,800
          shares which are restricted  against transfer and 81 shares which
          are held in the Corporation's  Savings and Profit-Sharing Plan as
          of December 31, 1996. Mr. Crockett  beneficially  owned 1% of the
          Corporation's outstanding Common Stock as of March 1, 1997.
     (5)  Includes 15,300 shares which are restricted  against transfer and
          789  shares  which  are  held in the  Corporation's  Savings  and
          Profit-Sharing Plan as of December 31, 1996.
     (6)  Includes 14,200 shares which are restricted  against transfer and
          664  shares  which  are  held in the  Corporation's  Savings  and
          Profit-Sharing Plan as of December 31, 1996.
     (7)  Includes  2,850 shares over which Dr.  Likins shares voting power
          and investment power with Mrs. Likins.
     (8)  Includes  2,500 shares held in a trust over which Mr. Love has no
          voting and shared investment power.
     (9)  Includes 30,900 shares which are restricted  against transfer and
          862  shares  which  are  held in the  Corporation's  Savings  and
          Profit-Sharing Plan as of December 31, 1996.
     (10) Includes 104,371 shares over which Mr. Thomas shares voting power
          and  investment  power with Mrs.  Thomas.  Also  includes  21,750
          shares  which are  restricted  against  transfer and 6,268 shares
          which are held in the COMSAT RSI, Inc.  Employee Stock  Ownership
          Plan as of December 31, 1996.
     (11) Mr. Thomas shares voting and investment power for the shares with
          Mrs. Thomas.
     (12) Includes 27,300 shares which are restricted  against transfer and
          792  shares  which  are  held in the  Corporation's  Savings  and
          Profit-Sharing Plan as of December 31, 1996.
     (13) Includes 3,900 shares with respect to which beneficial  ownership
          is disclaimed. Also includes an aggregate of 325,823 shares which
          are  restricted   against   transfer,   which  are  held  in  the
          Corporation's  Savings and Profit-Sharing Plan as of December 31,
          1996,  or which are held in the COMSAT RSI, Inc.  Employee  Stock
          Ownership  Plan  as of  December  31,  1996.  All  directors  and
          executive  officers  as a  group  beneficially  owned  5% of  the
          Corporation's outstanding Common Stock as of March 1, 1997.

Item 13.  Certain Relationships and Related Transactions

     None.

                                    29

<PAGE>

                                  PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     (a)  Documents filed as part of this Report

          1.   Consolidated Financial Statements and Supplementary Data of
               Registrant

               a.   Independent Auditors' Report
               b.   Consolidated Financial Statements of COMSAT Corporation
                    and Subsidiaries

                    (i)  Consolidated Income Statements for the Years Ended
                         December 31, 1996, 1995 and 1994

                    (ii) Consolidated  Balance  Sheets as of  December  31,
                         1996 and 1995

                    (iii)Consolidated  Cash Flow  Statements  for the Years
                         Ended December 31, 1996, 1995 and 1994

                    (iv) Statements    of    Changes    in     Consolidated
                         Stockholders'  Equity for the Years Ended December
                         31, 1996, 1995 and 1994

                    (v)  Notes to  Consolidated  Financial  Statements  for
                         Each  of  the  Three  Years  in the  Period  Ended
                         December 31, 1996

          2.   Financial  Statement  Schedules Relating to the Consolidated
               Financial  Statements of COMSAT  Corporation for Each of the
               Three Years in the Period Ended December 31, 1996

               a.   Schedule I -- Condensed Financial Information of
                    Registrant
               b.   Schedule II -- Valuation and Qualifying Accounts

               All Schedules (except those listed above) have been omitted,
               because they are not  applicable  or not required or because
               the  required  information  is  included  elsewhere  in  the
               financial statements in this filing.

     (b)  Reports on Form 8-K

               The corporation filed a Report on Form 8-K dated October 18,
               1996 related to the announcement of its intent to divest its
               interest  in  Ascent  Entertainment  Group,  Inc.  and third
               quarter 1996 operating results.

                                    30

<PAGE>

     (c)   Exhibits (listed according to the number assigned in the table in
           Item 601 of Regulation S-K)

Exhibit No. 3 - Articles of Incorporation and By-laws

     3.1       Articles of Incorporation of Registrant,  composite copy, as
               amended through June 1, 1993 (Incorporated by reference from
               Exhibit No. 4(a) to Registrant's  Registration  Statement on
               Form S-3 (No. 33-51661) filed on December 22, 1993)

     3.2       By-laws of  Registrant,  as amended  through  April 18, 1997
               (Incorporated   by   reference   from  Exhibit  No.  3.2  to
               Registrant's Report on Form 8-K dated April 21, 1997)

     3.3       Regulations  adopted  by  Registrant's  Board  of  Directors
               pursuant  to Section  5.02(c) of  Registrant's  Articles  of
               Incorporation  (Incorporated  by reference  from Exhibit No.
               3(c) to Registrant's Report on Form 10-K for the fiscal year
               ended 1992)

Exhibit No. 4 - Instruments defining the rights of security holders, including
indentures

     4.1       Specimen of a  certificate  representing  Series I shares of
               COMSAT  Common Stock,  without par value,  which are held by
               citizens of the United  States  (Incorporated  by  reference
               from  Exhibit No. 4(a) to  Registrant's  Report on Form 10-K
               for the fiscal year ended December 31, 1993)

     4.2       Specimen of a  certificate  representing  Series I shares of
               COMSAT  Common Stock,  without par value,  which are held by
               aliens  (Incorporated  by reference from Exhibit No. 4(b) to
               Registrant's  Report on Form 10-K for the fiscal  year ended
               December 31, 1982)

     4.3       Specimen of a certificate  representing  Series II shares of
               COMSAT  Common  Stock,  without par value  (Incorporated  by
               reference  from Exhibit No. 4(c) to  Registrant's  Report on
               Form 10-K for the fiscal year ended December 31, 1982)

     4.4       Standard  Multiple-Series  Indenture  Provisions dated March
               15, 1991 (Incorporated by reference from Exhibit No. 4(a) to
               Registrant's   Registration   Statement  on  Form  S-3  (No.
               33-39472) filed on March 15, 1991)

                                    31

<PAGE>

     4.5       Indenture dated as of March 15, 1991 between  Registrant and
               The Chase Manhattan Bank,  N.A.  (Incorporated  by reference
               from Exhibit No. 4(b) to Registrant's Registration Statement
               on Form S-3 (No. 33-39472) filed on March 15, 1991)

     4.6       Supplemental Indenture,  dated as of June 29, 1994, from the
               Registrant to The Chase Manhattan Bank, N. A.  (Incorporated
               by  reference   from   Exhibit  No.  4(c)  to   Registrant's
               Registration  Statement on Form S-3 (No.  33-54369) filed on
               June 30, 1994)

     4.7       Officers'  Certificate  pursuant  to  Section  3.01  of  the
               Indenture,  dated as of March 15, 1991,  from the Registrant
               to The Chase Manhattan Bank,  N.A., as Trustee,  relating to
               the authorization of $75,000,000  aggregate principal amount
               of  Registrant's  8.95%  Notes Due 2001  (with  form of Note
               attached)  (Incorporated  by reference from Exhibit No. 4 to
               Registrant's  Current  Report  on Form 8-K  filed on May 15,
               1991)

     4.8       Officers'  Certificate  pursuant  to  Section  3.01  of  the
               Indenture,  dated as of March 15, 1991,  from the Registrant
               to The Chase Manhatta n Bank, N.A., as Trustee,  relating to
               the authorization of $160,000,000 aggregate principal amount
               of  Registrant's  8.125%  Debentures  Due 2004 (with form of
               Debenture attached)  (Incorporated by reference from Exhibit
               No. 4 to  Registrant's  Current  Report on Form 8-K filed on
               April 9, 1992)

     4.9       Officers'  Certificate  pursuant  to  Section  3.01  of  the
               Indenture,  dated as of March 15, 1991, as  supplemented  by
               the Supplemental Indenture,  dated as of June 29, 1994, from
               the  Registrant  to  The  Chase  Manhattan  Bank,  N.A.,  as
               Trustee,  relating  to  the  authorization  of  $100,000,000
               aggregate  principal  amount  of  Registrant's  Medium  Term
               Notes, Series A (with forms of Notes attached) (Incorporated
               by reference from Exhibit No. 4(i) to Registrant's Report on
               Form 10-K for the fiscal year ended December 31, 1994)

     4.10      Limited  Partnership  Agreement  of COMSAT  Capital I, L.P.,
               dated as of July 18,  1995,  relating to issuance of monthly
               income preferred securities  (Incorporated by reference from
               Exhibit No. 4(a) to Registrant's Report on Form 10-Q for the
               quarter ended June 30, 1995)

                                    32

<PAGE>

     4.11      Guarantee  Agreement  for  Preferred  Securities  of  COMSAT
               Capital I, L.P., dated as of July 18, 1995  (Incorporated by
               reference  from Exhibit No. 4(b) to  Registrant's  Report on
               Form 10-Q for the quarter ended June 30, 1995)

     4.12      Indenture between  Registrant and the First National Bank of
               Chicago, as Trustee, dated as of July 18, 1995 (Incorporated
               by reference from Exhibit No. 4(c) to Registrant's Report on
               Form 10-Q for the quarter ended June 30, 1995)

Exhibit No. 10 - Material Contracts

     10.1      Agreement  relating to the International  Telecommunications
               Satellite  Organization  (INTELSAT)  by  Governments,  which
               entered  into force on February  12, 1973  (Incorporated  by
               reference from Exhibit No. 10(a) to  Registrant's  Report on
               Form 10-K for the fiscal year ended December 31, 1980)

     10.2      Operating  Agreement  Relating to  INTELSAT  by  Governments
               which entered into force on February 12, 1973  (Incorporated
               by reference from Exhibit No. 10(b) to  Registrant's  Report
               on Form 10-K for the fiscal year ended December 31, 1980)

     10.3      Agreement  dated  August  15,  1975,  among  COMSAT  General
               Corporation, RCA Global Communications,  Inc., Western Union
               International,  Inc.  and  ITT  World  Communications,  Inc.
               relating  to the  establishment  of a joint  venture for the
               purpose of participating in the ownership and operation of a
               maritime communications  satellite system and Amendment Nos.
               1-4 and Amendment  No. 5 dated March 24, 1980  (Incorporated
               by reference from Exhibit No. 10(p) to  Registrant's  Report
               on Form 10-K for the fiscal year ended December 31, 1980)

     10.4      Amendment  No. 6 to  Exhibit  10.3 dated  September  1, 1981
               (Incorporated  by reference  from  Exhibit No.  10(p)(ii) to
               Registrant's  Report on Form 10-K for the fiscal  year ended
               December 31, 1981)

     10.5      Convention   on   the   International   Maritime   Satellite
               Organization    (INMARSAT)    dated    September   3,   1976
               (Incorporated   by   reference   from   Exhibit  No.  11  to
               Registrant's  Report on Form 10-K for the fiscal  year ended
               December 31, 1978)

                                    33

<PAGE>

     10.6      Operating  Agreement  on INMARSAT  dated  September  3, 1976
               (Incorporated   by   reference   from   Exhibit  No.  12  to
               Registrant's  Report on Form 10-K for the fiscal  year ended
               December 31, 1978)

     10.7*     Registrant's   1982  Stock  Option  Plan   (Incorporated  by
               reference from Exhibit No. 10(x) to  Registrant's  Report on
               Form 10-K for the fiscal year ended December 31, 1981)

     10.8      Agreement  dated  October 6, 1983,  between  COMSAT  General
               Corporation  and  National   Broadcasting  Company  for  the
               provision  of  satellite  distribution  network  programming
               (Incorporated   by  reference  from  Exhibit  No.  10(r)  to
               Registrant's  Report on Form 10-K for the fiscal  year ended
               December 31, 1983)

     10.9      Amendment   to  Exhibit   10.8  dated   September   1,  1992
               (Incorporated  by  reference  from  Exhibit No.  10(j)(i) to
               Registrant's  Report on Form 10-K for the fiscal  year ended
               December 31, 1992)

     10.10*    Registrant's  Insurance and Retirement  Plan for Executives,
               as amended and restated effective January 1, 1997**

     10.11*    Registrant's Non-Employee Directors Stock Plan**

     10.12     Memorandum of Understanding  between Registrant and National
               Aeronautics and Space Administration  (NASA), dated July 21,
               1988 and amended through February 22, 1990  (Incorporated by
               reference from Exhibit No. 10(aa) to Registrant's  Report on
               Form 10-K for the fiscal year ended December 31, 1989)

     10.13     Agreement to Acquire and Lease (and Supplemental  Agreements
               thereto)   dated   September   28  and  October  10,   1988,
               respectively,  among the  International  Maritime  Satellite
               Organization  (Inmarsat),   the  North  Sea  Marine  Leasing
               Company,  British  Aerospace  Public  Limited  Company,  the
               European  Investment Bank,  Kreditanstalt Fuer Wiederaufbau,
               European   Investment   Bank  (as  Agent  and  as  Trustee),
               Instituto  Mobiliare  Italiano,  Credit  National,  Hellenic
               Industrial Development Bank, and Society Nationale de Credit
               a L'Industrie  relating to the  financing of three  Inmarsat
               spacecraft  (Incorporated by Reference from Exhibit No. 3(a)
               to  Registrant's  Report  on Form 10-K for the  fiscal  year
               ended December 31, 1988)

                                    34

<PAGE>

     10.14     Service   Agreement,   dated  September  14,  1989,  between
               Registrant  and  Aeronautical   Radio,   Inc.   relating  to
               satellite-based  communications  services  (Incorporated  by
               reference from Exhibit No. 10(y) to  Registrant's  Report on
               Form 10-K for the fiscal year ended December 31, 1989)

     10.15     Agreement,  dated January 22, 1990,  between  Registrant and
               Kokusai   Denshin   Denwa  Co.,   Ltd.   for   provision  of
               aeronautical   services   (Incorporated  by  reference  from
               Exhibit No.  10(z) to  Registrant's  Report on Form 10-K for
               the fiscal year ended December 31, 1990)

     10.16     Amendment  No.  1  to  Exhibit  10.15  dated  May  20,  1993
               (Incorporated  by  reference  from  Exhibit No.  10(q)(i) to
               Registrant's  Report on Form 10-K for the fiscal  year ended
               December 31, 1993)

     10.17*    Registrant's  1990 Key Employee Stock Plan  (Incorporated by
               reference from Exhibit No. 10 (p) to Registrant's  Report on
               Form 10-K for the fiscal year ended December 31, 1989)

     10.18*    Amendment  No. 1 to Exhibit  10.17  dated  January  15, 1993
               (Incorporated  by  reference  from  Exhibit No.  10(r)(i) to
               Registrant's  Report on Form 10-K for the fiscal  year ended
               December 31, 1993)

     10.19*    Amendment  No. 2 to Exhibit  10.17  dated  January  16, 1994
               (Incorporated  by reference  from  Exhibit No.  10(o)(ii) to
               Registrant's  Report on Form 10-K for the fiscal  year ended
               December 31, 1994)

     10.20     Amended and Restated Agreement,  dated November 14, 1990, of
               Limited  Partnership  of Rock Spring II Limited  Partnership
               (Incorporated   by  reference  from  Exhibit  No.  10(a)  to
               Registrant's  Current  Report on Form 8-K filed on  February
               24, 1992)

     10.21     Amended and Restated  Lease  Agreement,  dated  November 14,
               1990,  of  Limited  Partnership  of Rock  Spring II  Limited
               Partnership  (Incorporated  by  reference  from  Exhibit No.
               10(b) to  Registrant's  Current  Report on Form 8-K filed on
               February 24, 1992)

     10.22     Amended and Restated Ground Lease Indenture,  dated November
               14,  1990,  between  Anne D.  Camalier  (Landlord)  and Rock
               Spring II  Limited  Partnership  (Tenant)  (Incorporated  by
               reference  from  Exhibit No. 10(c) to  Registrant's  Current
               Report on Form 8-K filed on February 24, 1992)

                                    35

<PAGE>

     10.23     Finance  Facility  Contract  (and  Supplemental   Agreements
               thereto),  dated December 20, 1991, among the  International
               Maritime Satellite Organization  (Inmarsat),  Abbey National
               plc,  General Electric  Technical  Services  Company,  Inc.,
               European  Investment Bank,  Kreditanstalt Fuer Wiederaufbau,
               Instituto   Mobiliare  Italiano  S.p.A.,   Credit  National,
               Societe     Nationale     de    Credit    a     L'Industrie,
               Finansieringsinstituttet  for Industri OG Haandvaerk A/S, De
               Nationale    Investeringsbank    NV,   and   Osterreichische
               Investitionkredit   Aktiengesellschaft   relating   to   the
               financing  of three  Inmarsat  spacecraft  (Incorporated  by
               reference from Exhibit No. 10 (dd) to Registrant's Report on
               Form 10-K for the fiscal year ended December 31, 1991)

     10.24*    Registrant's  Directors and Executives Deferred Compensation
               Plan,  as amended by the Board of Directors on July 15, 1993
               (Incorporated  by  reference  from  Exhibit No. 10(v) to the
               Registrant's  Report on Form 10-K for the fiscal  year ended
               December 31, 1993)

     10.25     Service   Agreement,   dated  September  12,  1990,  between
               Registrant and GTE Airfone,  Incorporated, for the provision
               of  aeronautical   satellite   services   (Incorporated   by
               reference from Exhibit No. 10(r) to  Registrant's  Report on
               Form 10-K for the fiscal year ended December 31, 1990)

     10.26     Fiscal Agency Agreement, dated as of August 6, 1992, between
               International  Telecommunications Satellite Organization and
               Morgan Guaranty Trust Company of New York  (Incorporated  by
               reference from Exhibit No. 10 (dd) to Registrant's Report on
               Form 10-K for the fiscal year ended December 31, 1992)

     10.27     Fiscal  Agency  Agreement,  dated as of  January  19,  1993,
               between    International     Telecommunications    Satellite
               Organization  and Morgan  Guaranty Trust Company of New York
               (Incorporated  by  reference  from  Exhibit  No.  10 (ee) to
               Registrant's  Report on Form 10-K for the fiscal  year ended
               December 31, 1992)

     10.28     Lease  Agreement,  dated June 8, 1993,  between GTE Airfone,
               Incorporated,  United Airlines,  Inc. and Registrant for the
               provision and financing of aeronautical  satellite equipment
               (Incorporated  by  reference  from  Exhibit  No.  10(aa)  to
               Registrant's  Report on Form 10-K for the fiscal  year ended
               December 31, 1993)

                                    36

<PAGE>

     10.29     Agreement  dated July 1, 1993,  between  Registrant and AT&T
               Easylink  Services  relating to  exchange  of telex  traffic
               (Incorporated  by  reference  from  Exhibit  No.  10(bb)  to
               Registrant's  Report on Form 10-K for the fiscal  year ended
               December 31, 1993)

     10.30     Agreement  dated July 27, 1993,  between the  Registrant and
               American   Telephone   &  Telegraph   Company   relating  to
               utilization of space segment (Incorporated by reference from
               Exhibit No. 10(cc) to  Registrant's  Report on Form 10-K for
               the fiscal year ended December 31, 1993)

     10.31     Amendment  to Exhibit  10.30  dated as of  December  1, 1995
               (Incorporated   by  reference  from  Exhibit  No.  10.34  to
               Registrant's  Report on Form 10-K for the fiscal  year ended
               December 31, 1995)

     10.32     Amendment to Exhibit 10.30 dated as of January 8, 1997**

     10.33     Agreement  dated September 1, 1993,  between  Registrant and
               MCI  International,  Inc.  relating  to  exchange of traffic
               (Incorporated  by  reference  from  Exhibit  No.  10(dd)  to
               Registrant's  Report on Form 10-K for the fiscal  year ended
               December 31, 1993)

     10.34     Agreement  dated  November 30, 1993,  between the Registrant
               and  Sprint   Communications   Company   L.P.   relating  to
               utilization of space segment (Incorporated by reference from
               Exhibit No. 10(ee) to  Registrant's  Report on Form 10-K for
               the fiscal year ended December 31, 1993)

     10.35     Amendment to Exhibit 10.34 dated April 7, 1995 (Incorporated
               by  reference  from  Exhibit No.  10(a)(i)  to  Registrant's
               Report on Form  10-Q/A  Amendment  No. 2 dated June 29, 1995
               for the quarter ended March 31, 1995)

     10.36     Agreement  dated December 10, 1993,  between  Registrant and
               Sprint  International  relating  to the  exchange of traffic
               (Incorporated  by  refere  nce from  Exhibit  No.  10(ff) to
               Registrant's  Report on Form 10-K for the fiscal  year ended
               December 31, 1993)

                                    37

<PAGE>

     10.37     Credit  Agreement  dated  as  of  December  17,  1993  among
               Registrant,  NationsBank of North  Carolina,  N.A.,  Bank of
               America  National Trust and Savings  Association,  The First
               National Bank of Chicago,  The Chase Manhattan  Bank,  N.A.,
               The Sumitomo  Bank,  Limited,  New York  Branch,  Swiss Bank
               Corporation, New York Branch, as lenders, and NationsBank of
               North Carolina,  N.A., as agent  (Incorporated  by reference
               from Exhibit No. 10(gg) to Registrant's  Report on Form 10-K
               for the fiscal year ended December 31, 1993)

     10.38     Amendment  No. 1 to Exhibit  10.37 dated as of December  17,
               1994  (Incorporated  by reference from Exhibit No. 10(cc)(i)
               to  Registrant's  Report  on Form 10-K for the  fiscal  year
               ended December 31, 1994)

     10.39     Agreement dated January 24, 1994, between MCI International,
               Inc. and Registrant relating to utilization of space segment
               (Incorporated  by  reference  from  Exhibit  No.  10(ii)  to
               Registrant's  Report on Form 10-K for the fiscal  year ended
               December 31, 1993)

     10.40     Amendment  to  Exhibit  10.39  dated  as  of  July  1,  1995
               (Incorporated   by  reference  from  Exhibit  No.  10.42  to
               Registrant's  Report on Form 10-K for the fiscal  year ended
               December 31, 1995)

     10.41     Amendment to Exhibit 10.39 dated as of September 17, 1996**

     10.42     Agreement  dated February 18, 1994,  between  Registrant and
               AT&T  relating  to  exchange  of  traffic  (Incorporated  by
               reference from Exhibit No. 10(jj) to Registrant's  Report on
               Form 10-K for the fiscal year ended December 31, 1993)

     10.43     Fiscal    Agency     Agreement     between     International
               Telecommunications   Satellite  Organization,   Issuer,  and
               Bankers Trust  Company,  Fiscal Agent and  Principal  Paying
               Agent, dated as of March 22, 1994 (Incorporated by reference
               from Exhibit No. 10(kk) to Registrant's  Report on Form 10-K
               for the fiscal year ended December 31, 1993)

                                    38

<PAGE>

     10.44     Distribution   Agreement   dated  July  11,   1994   between
               Registrant and CS First Boston Corporation, Salomon Brothers
               Inc and Nationsbanc Capital Markets,  Inc., as Distributors,
               of Registrant's Medium-Term Notes, Series A (Incorporated by
               reference from Exhibit No. 10(ff) to Registrant's  Report on
               Form 10-K for the fiscal year ended December 31, 1994)

     10.45     Fiscal    Agency     Agreement     between     International
               Telecommunications   Satellite  Organization,   Issuer,  and
               Morgan  Guaranty Trust  Company,  Fiscal Agent and Principal
               Paying Agent,  dated as of October 14, 1994 (Incorporated by
               reference from Exhibit No. 10(gg) to Registrant's  Report on
               Form 10-K for the fiscal year ended December 31, 1994)

     10.46*    Registrant's   Annual   Incentive  Plan   (Incorporated   by
               reference from Exhibit No. 10(hh) to Registrant's  Report on
               Form 10-K for the fiscal year ended December 31, 1994)

     10.47     Fiscal    Agency     Agreement     between     International
               Telecommunications   Satellite  Organization,   Issuer,  and
               Morgan  Guaranty Trust  Company,  Fiscal Agent and Principal
               Paying Agent, dated as of February 28, 1995 (Incorporated by
               reference from Exhibit No. 10(ii) to Registrant's  Report on
               Form 10-K for the fiscal year ended December 31, 1994)

     10.48     Consent  Agreement,  dated as of July 1, 1995,  by and among
               the National Hockey League, Le Club de Hockey Les Nordiques,
               Les Nordiques de Quebec 1988,  Marcel  Aubut,  COMSAT Hockey
               Enterprises,  LLC, COMSAT Video  Enterprises,  Inc.,  Ascent
               Entertainment Group, Inc., and the Registrant  (Incorporated
               by reference  from Exhibit No. 10.7 to Ascent  Entertainment
               Group,  Inc.'s Report on Form 10-K for the fiscal year ended
               December 31, 1996)

     10.49*    Amended  and  Restated  Employment  Agreement,  dated  as of
               December 18, 1995, between Ascent and Charles Lyons**

     10.50*    Agreement,  dated  as  of  November  4,  1996,  between  the
               Registrant and Richard E. Thomas**

     10.51*    Registrant's  1995 Key Employee Stock Plan  (Incorporated by
               reference from Exhibit No. 99 to the Registrant's definitive
               Proxy Statement on Schedule 14A filed on April 7, 1995)

                                    39

<PAGE>

     10.52     Corporate Agreement,  dated as of December 18, 1995, between
               the  Registrant  and  Ascent  relating  to  certain  matters
               arising in connection with Ascent's  initial public offering
               (Incorporated  by  reference  from  Exhibit No. 10.54 to the
               Registrant's  Report on Form 10-K for the fiscal  year ended
               December 31, 1995)

     10.53     Intercompany  Services  Agreement,  dated as of December 18,
               1995,  between  the  Registrant  and Ascent  relating to the
               provision of certain services subsequent to Ascent's initial
               public offering  (Incorporated by reference from Exhibit No.
               10.55 to the Registrant's Report on Form 10-K for the fiscal
               year ended December 31, 1995)

     10.54     Tax  Sharing  Agreement,  dated  as of  December  18,  1995,
               between the  Registrant  and Ascent  relating to certain tax
               matters  arising   subsequent  to  Ascent's  initial  public
               offering  (Incorporated  by reference from Exhibit No. 10.56
               to the Registrant's  Report on Form 10-K for the fiscal year
               ended December 31, 1995)

     10.55     $200,000,000  Credit  Agreement  dated as of October 8, 1996
               among Ascent  Entertainment  Group,  Inc., the lenders named
               therein and  NationsBank  of Texas,  N.A.  (Incorporated  by
               reference  from the  Current  Report  on Form  8-K  filed by
               Ascent Entertainment Group, Inc. on October 17, 1996)

     10.56     $125,000,000  Credit  Agreement  dated as of October 8, 1996
               among On Command Corporation,  the lenders named therein and
               NationsBank of Texas,  N.A.  (Incorporated by reference from
               the Current Report on Form 8-K filed by Ascent Entertainment
               Group, Inc. on October 17, 1996)

     10.57     Agreement between Beacon  Communications Corp. and Universal
               Pictures, a division of Universal City Studios,  Inc., dated
               as of July 10, 1996  (Incorporated by reference from Exhibit
               No.  10.5 to the  Quarterly  Report  on Form  10-Q  filed by
               Ascent  Entertainment  Group,  Inc. on November  13, 1996 as
               amended on January 6, 1997)

     10.58     Employment Agreement, dated as of July 19, 1996, between the
               Registrant and Betty C. Alewine**

     10.59     Agreement, dated as of July 19, 1996, between the Registrant
               and  Bruce  L.  Crockett  (Incorporated  by  reference  from
               Exhibit No. 10 to the Registrant's Report on Form 10-Q filed
               on November 14, 1996)
  
                                  40

<PAGE>

     10.60     Employment  Agreement,  dated as of April 18, 1997,  between
               the Registrant and Allen E. Flower.

     10.61     Employment  Agreement,  dated as of April 18, 1997,  between
               the Registrant and Warren Y. Zeger.

Exhibit No. 11     -    Statement re computation of per share earnings**

Exhibit No. 21     -    Subsidiaries of the Registrant as of March 1, 1997

                                    41

<PAGE>

Exhibit No. 23     -    Consents of experts and counsel

                        Consent of Independent Auditors dated March 21, 1997.**

Exhibit No. 27     -    Financial Data Schedule

*Compensatory plan or arrangement.
**Previously filed.

                                    42

<PAGE>

                                 SIGNATURES

     Pursuant to the  requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.

                             COMSAT CORPORATION
                                (Registrant)

Date: April 30, 1997          By  /s/ Alan G. Korobov
                                  ---------------------------------
                                  (Alan G. Korobov, Controller)


                                    43
<PAGE>

                               EXHIBIT INDEX
                               -------------

     Exhibit
       No.                      Description
     -------                    -----------

     10.60     Employment  Agreement,  dated as of April 18, 1997,  between
               the Registrant and Allen E. Flower

     10.61     Employment  Agreement,  dated as of April 18, 1997,  between
               the Registrant and Warren Y. Zeger

     21        Subsidiaries of the Registrant as of March 1, 1997


                                     44
<PAGE>